-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cv4C5isNHIX8+tSj9Hn5eKqMq+N0BErQEOCCPkSoiR/aC1xmMcd5g+5AOLJmcIbL 8mdbLTQUHhAVItjCnLJpjA== 0000950149-97-001757.txt : 19970925 0000950149-97-001757.hdr.sgml : 19970925 ACCESSION NUMBER: 0000950149-97-001757 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970924 EFFECTIVENESS DATE: 19970924 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZIONS BANCORPORATION /UT/ CENTRAL INDEX KEY: 0000109380 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 870227400 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36205 FILM NUMBER: 97684444 BUSINESS ADDRESS: STREET 1: ONE SOUTH MAIN STREET STREET 2: SUITE 1380 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8015244787 MAIL ADDRESS: STREET 1: ONE SOUTH MAIN STREET STREET 2: SUITE 1380 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 FORMER COMPANY: FORMER CONFORMED NAME: ZIONS UTAH BANCORPORATION DATE OF NAME CHANGE: 19870615 FORMER COMPANY: FORMER CONFORMED NAME: ZIONS FIRST NATIONAL INVESTMENT CO DATE OF NAME CHANGE: 19660921 S-8 1 EMPLOYEE INVESTMENT SAVINGS PLAN 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZIONS BANCORPORATION (Exact name of registrant as specified in its charter) Utah 87-0227400 ------------------------ -------------------------- (State of Incorporation) (I.R.S. Employer I.D. No.) One South Main, Suite 1380 Salt Lake City, Utah 84133 (801) 524-4787 --------------------------------------------- (Address and telephone number of registrant's principal executive offices) ZIONS BANCORPORATION EMPLOYEE INVESTMENT SAVINGS PLAN ----------------------------------------------------- (Full title of plan) Dale M. Gibbons Zions Bancorporation One South Main, Suite 1380 Salt Lake City, Utah 84133 --------------------------------------- (Name and address of agent for service) (801) 524-4787 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTERED REGISTERED SHARE (1) PRICE REGISTRATION FEE - ---------------------- ------------ ------------------ ------------------ ---------------- Common Stock, 1,000,000 $39.03125 $39,031,250 $11,827.65 No Par Value
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c). Based upon the average of the high and low prices per share for the common stock of the registrant on September 17, 1997. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein. Total of Sequentially Numbered Pages: 11 Exhibit Index on Sequentially Numbered Page 8
Pursuant to Rule 429, the Prospectus included herein also relates to a registration statement filed by the same Registrant on Form S-8, SEC File No. 33-58855. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Zions Bancorporation (the "Company") and the Zions Bancorporation Employee Investment Savings Plan (the "Plan") hereby incorporate by reference the following documents and reports: (a) The Company's Annual Report to shareholders on Form 10-K for the year ended December 31, 1996, SEC File No. 0-2610, and the Plan's Annual Report on Form 11-K for the year ended December 31, 1996, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934; (b) All other reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above; and (c) The description of the Company's common stock (which is registered under Section 12 of the Securities Exchange Act of 1934) which is contained in the Company's Registration Statement on Form 10 filed under such Act, and any amendment or report filed for the purpose of updating such description. All the reports and other documents filed with the Securities and Exchange Commission by the Company and the Plan subsequent to the date of this registration statement pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. ITEM 4. DESCRIPTION OF SECURITIES The securities offered pursuant to this registration statement are registered under Section 12 of the Securities Exchange Act of 1934, as amended. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Callister Nebeker & McCullough, Gateway Tower East Suite 900, 10 East South Temple, Salt Lake City, Utah 84133, counsel to the Company, will render an opinion that the shares of common stock being offered hereby, when issued, will be, to the extent representing previously unissued shares, fully paid and non-assessable under the Utah Revised Business Corporation Act. Louis H. Callister, Jr. is a shareholder and Chairman of the Board of Directors of Callister Nebeker & McCullough. Louis H. Callister, Jr. and his wife collectively own 253,300 shares of Zions Bancorporation common stock. Mr. Callister owns beneficially 5,600 shares held in a self-directed account in the Callister Nebeker & McCullough Profit Sharing Retirement Plan. Mark L. Callister, a shareholder and director of Callister Nebeker & McCullough, owns 16,136 shares. The Edward G. Callister Foundation holds 23,740 shares. Louis H. Callister, Jr., his wife and children, and other individuals serve as Trustees of the Edward G. Callister Foundation. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Part 9 of the Utah Revised Business Corporation Act (the "Corporation Act") contains provisions entitling directors and officers of the Company to indemnification under certain conditions from judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' 2 3 fees, as the result of an action or proceeding in which they may be involved by reason of being or having been a director or officer of the Company. Indemnification under the Corporation Act is generally permissible if the conduct of the director or officer was in good faith and the director or officer reasonably believed that his conduct was in, or not opposed to, the Company's best interests, and, in a criminal case, that the director or officer had no reasonable cause to believe his conduct was unlawful. Such indemnification would not be permitted under the Corporation Act in connection with a proceeding by or in the right of the Company in which the director or officer was adjudged liable to the Company, or in connection with any other proceeding in which the officer or director was adjudged liable on the basis that he derived an improper personal benefit. Mandatory indemnification is required under the Corporation Act for a director or officer who is successful, on the merits or otherwise, in the defense of any proceeding, or any claim, issue or matter in a proceeding, to which he was a party because he is or was an officer or director of the Company. A court may order indemnification where mandatory under the Corporation Act or if the court determines that the officer or director is fairly and reasonably entitled to indemnification in view of all relevant circumstances and regardless of whether the officer or director met the applicable standard of conduct or was adjudged liable to the Company or adjudged liable on the basis that he derived an improper personal benefit. Payment of expenses for officers and directors is permitted in advance of a final disposition of a proceeding on certain conditions, including the furnishing of written affirmation by the officer or director of his good faith belief that he has met the applicable standard of conduct, the furnishing of a written agreement to repay the advance if the officer or director is ultimately determined not to have met the applicable standard of conduct, and a determination is made that the facts then known to the persons making the determination would not preclude indemnification under the Corporation Act. This determination is to be made either by the Board of Directors, a committee of the Board of Directors, special counsel, or the shareholders, under conditions and procedures generally designed to assure the independence of the body making the determination. The Company maintains officers' and directors' indemnity insurance against expenses of defending claims or payment of amounts arising out of good-faith conduct believed by the officer or director to be in or not opposed to the best interest of the Company. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing arrangements, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Does not apply. ITEM 8. EXHIBITS The following is a list of exhibits filed as part of the Registration Statement:
EXHIBIT NO. (PER REGULATION S-K, SEQUENTIALLY EXHIBIT TABLE) EXHIBIT NUMBERED PAGE - -------------------------------------------------------------------------------------------------- 4(a) Amended and Restated Zions Bancorporation Employee Incorporated by Investment Savings Plan, amended effective January 1, Reference 1989, and adopted September 28, 1992
3 4
EXHIBIT NO. (PER REGULATION S-K, SEQUENTIALLY EXHIBIT TABLE) EXHIBIT NUMBERED PAGE - -------------------------------------------------------------------------------------------------- 4(b) Amendment to the Zions Bancorporation Employee Incorporated by Investment Savings Plan dated December 16, 1994, and Reference adopted December 16, 1994 5 Opinion Regarding Legality by Callister Nebeker & 9 McCullough 23(a) Consent of KPMG Peat Marwick LLP 10 23(b) Consent of Callister Nebeker & McCullough 11
ITEM 9. UNDERTAKINGS The undersigned hereby undertakes: (1) (a) To file, during any period in which offers or sales are being made, a post effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (2) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the 4 5 foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by the controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (4) The Registrant will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan. [This Space Intentionally Left Blank] 5 6 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Salt Lake, State of Utah, on the 19th day of September, 1997. ZIONS BANCORPORATION By /s/ Harris H. Simmons ------------------------------------- Harris H. Simmons, President and Chief Executive Officer Power of Attorney Each person whose signature appears below hereby constitutes and appoints Harris H. Simmons and Dale M. Gibbons, and each of them, his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution for him in his name, place, and stead, in any and all capacities to sign any and all pre-effective amendments to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of September, 1997. /s/ Harris H. Simmons /s/ Dale M. Gibbons - ------------------------------------- ---------------------------------------- Harris H. Simmons, President, Chief Dale M. Gibbons, Secretary, Senior Vice Executive Officer, and Director President, and Chief Financial Officer /s/ Roy W. Simmons /s/ Walter E. Kelly - ------------------------------------- ---------------------------------------- Roy W. Simmons, Chairman and Director Walter E. Kelly, Controller /s/ Jerry C. Atkin /s/ Robert G. Sarver - ------------------------------------- ---------------------------------------- Jerry C. Atkin, Director Robert G. Sarver, Director /s/ Grant R. Caldwell /s/ L.E. Simmons - ------------------------------------- ---------------------------------------- Grant R. Caldwell, Director L.E. Simmons, Director /s/ R.D. Cash /s/ I.J. Wagner - ------------------------------------- ---------------------------------------- R.D. Cash, Director I.J. Wagner, Director /s/ Richard H. Madsen - ------------------------------------- ---------------------------------------- Richard H. Madsen, Director Dale W. Westergard, Director /s/ Roger B. Porter - ------------------------------------- Roger B. Porter, Director
6 7 The Plan. Pursuant to the requirements of the Securities Act of 1933, the Administrative Committee (those persons who administer the Zions Bancorporation Employee Investment Savings Plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Salt Lake, State of Utah, on the 19th day of September, 1997. ZIONS BANCORPORATION INVESTMENT SAVINGS PLAN By: /s/ Clark B. Hinckley ------------------------------------- Clark B. Hinckley, Chairman of the Administrative Committee 7 8 EXHIBIT INDEX ZIONS BANCORPORATION ZIONS BANCORPORATION EMPLOYEE INVESTMENT SAVINGS PLAN FORM S-8
EXHIBIT NO. (PER REGULATION S-K, SEQUENTIALLY EXHIBIT TABLE) EXHIBIT NUMBERED PAGE - -------------------- ------- ------------- 4(a) Amended and Restated Zions Bancorporation Employee Incorporated by Investment Savings Plan, amended effective January 1, Reference from Exhibit 4 1989, and adopted September 28, 1992 from Registrant's Registration Statement on Form S-8 (file no. 33- 52796) filed October 2, 1992 4(b) Amendment to the Zions Bancorporation Employee Incorporated by Investment Savings Plan dated December 16, 1994, and Reference from Exhibit adopted December 16, 1994 4(b) from Registrant's Registration Statement on Form S-8 (file no. 33- 58855) filed April 27, 1995 5 Opinion Regarding Legality by Callister Nebeker & 9 McCullough 23(a) Consent of KPMG Peat Marwick LLP 10 23(b) Consent of Callister Nebeker & McCullough 11
8 EX-5 2 OPINION OF CALLISTER NEBEKER & MCCULLOUGH 1 Exhibit 5 Opinion Regarding Legality by Callister Nebeker & McCullough September 19, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Registration and Issuance of Zions Bancorporation Common Stock Issuable under Zions Bancorporation Employee Investment Savings Plan Gentlemen: This Firm has acted as counsel to Zions Bancorporation, a Utah corporation (the "Company") in providing this opinion with respect to the issuance of up to 1,000,000 shares of the Company's common stock without par value (the "Shares") pursuant to the Zions Bancorporation Employee Investment Savings Plan (the "Plan"). In connection with this representation, we have examined the original, or copies identified to our satisfaction, of such minutes, agreements, corporate records and filings and other documents necessary to our opinion contained in this letter. We have also relied as to certain matters of fact upon representations made to us by officers and agents of the Company. Based upon and in reliance on the foregoing, it is our opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Utah. 2. The Shares will be, when issued in accordance with the Plan, to the extent representing previously unissued shares, duly and validly issued and fully paid and nonassessable under the Utah Revised Business Corporation Act; and the shareholders of Zions Bancorporation have no pre-emptive rights to acquire additional shares in respect of the Shares. Sincerely yours, CALLISTER NEBEKER & McCULLOUGH 9 EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23(a) Consent of Independent Public Accountants The Board of Directors Zions Bancorporation: We consent to the use of our report dated January 16, 1997, with respect to the consolidated financial statements of Zions Bancorporation as of December 31, 1996 and 1995 and for each of the years in the three-year period ended December 31, 1996 and our report dated March 7, 1997, with respect to the financial statements of Zions Bancorporation Employee Investment Savings Plan as of December 31, 1996 and 1995 and for each of the years in the three-year period ended December 31, 1996 incorporated herein by reference. KPMG Peat Marwick LLP September 19, 1997 Salt Lake City, Utah 10 EX-23.2 4 CONSENT OF CALLISTER NEBEKER & MCCULLOUGH 1 Exhibit 23(b) Consent of Callister Nebeker & McCullough September 19, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Registration and Issuance of Zions Bancorporation Common Stock Issuable under Zions Bancorporation Employee Investment Savings Plan This Firm has acted as counsel to Zions Bancorporation, a Utah corporation (the "Company"), in providing an opinion (the "Opinion") with respect to the issuance of up to 1,000,000 shares of the Company's common stock without par value (the "Shares") for sale pursuant to the Zions Bancorporation Employee Investment Savings Plan. We hereby consent to the use of our name in the Prospectus forming a part of the Registration Statement to which this letter is attached as an Exhibit, and therein being disclosed as counsel to the Company in rendering the Opinion in this matter. Sincerely yours, CALLISTER NEBEKER & McCULLOUGH 11 -----END PRIVACY-ENHANCED MESSAGE-----